Glossary of Terms

A

The involuntary dissolution of a corporation by the state filing office for failure to comply with certain statutory requirements such as filing an Annual Report of payment of franchise taxes.

Annual Corporate Minutes

The documented record of what transpired at the annual meeting of a registered business. Annual minutes are not filed with any public agency, but must be maintained and made available for viewing in the event of a lawsuit or IRS audit.

Annual Report/Biennial Report/Statement of Information

A periodic report an entity is required to file in most states to confirm or update the information provided at the time of formation. Details vary by state but often include the entity’s legal name, principal office address, name and address for the entity’s registered agent and the name and address for officers and directors/members and managers/partners, etc.

Application for Certificate of Authority

In many states, the form a corporation files to qualify to transact business as a foreign corporation.

Articles of Incorporation

Document used in many states to create a new corporation. May also be called a Certificate of Incorporation or Charter Documents.

Articles of Organization

Document used in many states to create a new Limited Liability Company (LLC).

Assumed/Fictitious Business Name

A registered name other than its true legal name under which a business may choose to conduct business. Sometimes referred to as a Doing Business As (DBA) or Trade Name.

C

Certificate of Amendment

A document a business entity files in order to make a change to information listed on its Articles of Incorporation/Qualification.

Certified Copy

A copy of a filed corproate document, generated by an agent of the filing office; will contain a signature and/or seal to certify that the copy is true and correct.

Conversion

A statutory change where an existing business entity becomes a new entity type (Corporation to an LLC, for example).

D

Dissolution

The statutory procedure that terminates the existence of a domestic corporation.

G

Good Standing/Status Certificate

A state-issued document that confirms that a given business entity is authorized to transact business in the state where the certificate was issued. The certificate may certify that the entity has satisfied certain compliance requirements within the state.

I

Incorporation

The act of creating or organizing a corporation under the laws of a specific jurisdiction.

Involuntary Dissolution

The dissolution of a corporation as a result of an administrative or judicial proceeding rather than a decision by the corporation.

M

Merger

The formal combination of two or more registered businesses entities into a single surviving entity.

N

Name Availability

The process of checking with the state filing office as to the availability of an intended business name.

Name Reservation

A procedure that allows a corporation to obtain exclusive use of a corporate name for a specified period of time.

P

Plain Copy

A photocopy or image of a filed corporate document.

Q

Qualification/Foreign Qualification

The filing of requisite paperwork by a foreign corporation to register to transact business on a state other that its original state of incorporation.

R

Registered Agent/Resident Agent/Statutory Agent

The person or organization a business names as responsible for accepting legal documents (aka Service of Process/SOP), tax notices and other important communications on its behalf. Some states refer to a Registered Agent as a Resident Agent or Statutory Agent.

Restated Articles of Incorporation

A document that combines into a single document an corporation’s Articles of Incorporation and any Amendments thereto.

S

Service of Process/SOP

Official notification of an action or proceeding by the delivery of a legal or court document, with a request to answer in a specific period of time.

T

Trademark/Service Mark

A word or mark that distinctly indicates the ownership of a product or service, and that is legally reserved for the exclusive use of that owner.

V

Voluntary Dissolution

An action taken by shareholders, incorporators or initial directors to dissolve a corporation.

W

Withdrawal

The statutory procedure whereby a foreign corporation obtains the consent of a state to terminate its authority to transact business there.

A

The person or business to which an Assignment is made; the assignee becomes the new secured party of record.

Assignment

A type of UCC3/Amendment which transfers the security interest in collateral from one creditor to another.

C

Collateral

An asset pledged as a security that a loan will be repaid. If the loan is forfeited on, the creditor can claim and sell the collateral in order to cover the debt.

Collateral Amendment

A type of UCC3/Amendment which adds, deletes or restates the collateral covered by a Financing Statement.

Collateral Description/Statement

Description of what items the debtor has offered as collateral to secure a loan, listed in section 4 of the UCC1 Financing Statement form. The Collateral Description/Statement listed on Financing Statement must reasonably identify the collateral detailed in the signed security agreement.

Continuation

A type of UCC3/Amendment that extends the lapse date of a UCC1 for an additional period of effectiveness (five years in most states). A filing can be continued multiple times. Continuations must be filed within six months of a UCC’s lapse date.

Copy

A photocopy/image of a UCC filing or other lien uncovered during a UCC search.

D

Debtor

An individual or business that owns money to another individual or business as a result of a borrowing. Debtor names and addresses are listed in section 1 of the UCC1 Financing Statement form.

Debtor Amendment

A type of UCC3/Amendment which changes, adds or deletes debtor information from a UCC record.

F

Filing Number Search

A search of a UCC index to learn the filing history of a specified Filing Number. The search will reveal all parties listed on the index and any related subsequent UCC3/Amendment filings.

Filing Number/Instrument Number

An identifying number a filing office assigns to a UCC or other lien document upon accepting it into the public record.

Fixture Filing

A lien against goods that are affixed to (built-in, bolted down or built around) a piece of real property to a degree that it is considered a part of the real estate. Fixture Filings are filed in the real estate records in the county where the collateral is located.

I

Index

The organizing database into which filing information for UCCs and other liens is entered and maintained by a filing office.

O

Official/Certified Search

A UCC search of a filing office’s official index, performed by an agent of that filing office. The search will contain a signature and/or seal to certify that the results are true and correct.

P

Pledged Asset

An asset that is used for the purpose of securing a debt.

R

Results/Search Result

The reported findings of a UCC or other lien search.

S

Search to Reflect/Post Filing Verification Search

A debtor name search a party performs after filing a UCC to confirm proper indexing of the filing and verify its priority position.

Secured Party

A lender who holds a security interest against an asset pledged by a debtor. Secured party names and addresses are listing in section 2 of the UCC1 Financing Statement form. Secured parties are paid before unsecured parties in bankruptcy.

Secured Party Amendment

A type of UCC3/Amendment which changes, adds or deletes secured party information from a UCC record.

Secured Transaction

A loan or credit transaction in which the lender acquires a security interest in collateral owned by the borrower.

Security Interest

A lender’s authorized claim to assets pledged by a debtor as collateral for a loan. The security interest is granted via execution of a security agreement between the debtor and the lender (secured party). Debtor authentication of the security agreement authorizes the secured party to file a Financing Statement.

T

Termination

A type of UCC3/Amendment filed for the purpose of canceling the effectiveness of a secured party’s security interest from a specific Financing Statement. Typically filed by a secured party, though a debtor is authorized to file in certain cases.

Through Date/Index Date

A date that the administrator of a UCC index provides to make searchers aware of how current the index is. A UCC index will contain all UCC records that have been filed as of the index’s through date, filings after that date may reflect.

U

UCC Search/Debtor Name Search

A search of the UCC index of a given filing office to reveal UCC records naming a specified party (business or individual) as debtor.

UCC1/Financing Statement

An official form which contains the names and addresses of the debtor and secured party and a description of the collateral. A creditor files a Financing Statement to provide public notice of a security interest for the purpose of perfecting the interest.

UCC3/Amendment

A broad term which refers to a filing made subsequent to the UCC1 Financing Statement which amends details abut the original record, such as changes to secured party name or address, debtor name or address, collateral information, etc.

UCC5/Information Statement

An “information only” form that a debtor or secured party can file to make a note in the public record to inform searchers that a record is either a) inaccurate b) wrongly filed or c) filed by a personal not entitled to do so. A UCC5/Information Statement has no legal effect on the Financing Statement and does not amend the UCC record.

Uniform Commercial Code

A set of laws regulating commercial transactions in the United states such as those involving the sale of goods and secured transactions.

Unofficial/Plain/Preliminary Search

An uncertified UCC search performed by a private party.

Updated/Date Forward Search

A UCC search performed to reveal UCC filings only from a specific date forward. UCC filings dated prior to the specified date will be omitted from the results.